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TORONTO, May 11 /CNW/ - Sprott Resource Corp. (TSX: SCP) - Sprott Resource Corp. ("SRC") announced today that its subsidiary Orion Oil & Gas Corporation ("Orion") has entered into an arrangement agreement (the "Arrangement Agreement") with WestFire Energy Ltd. (TSX:WFE) whereby WestFire will acquire all of the issued and outstanding shares of Orion on a market-to-market basis (the "Transaction"). The merger of the two companies will create a uniquely positioned intermediate-sized producer focusing on the world-class Viking oil resource play in Alberta and west central Saskatchewan
Pursuant to the Transaction, Orion shareholders will, for each common share of Orion (an "Orion Share") held, receive at their election, either 0.125 of a WestFire common share (a "WestFire Share") or 0.125 of a non-listed, non-voting convertible share (a "WestFire Non-Voting Share"), which may be converted into a WestFire Share on a one for one basis in certain circumstances. The 0.125 exchange ratio reflects a deemed price of $8.00 per WestFire Share and $1.00 per Orion Share.
SRC, which currently controls approximately 71% of the Orion Shares on a fully diluted basis, has agreed to elect to receive WestFire Non-Voting Shares to the extent that will result in SRC not owning more than 19.9% (or less than 19%) of the basic WestFire Shares outstanding at closing of the Transaction. It is anticipated that, at closing, WestFire will have approximately 86.0 million fully diluted WestFire Shares outstanding (including approximately 15.2 million WestFire Non-Voting Shares, all or substantially all of which will be owned by SRC). SRC has further agreed not to sell any of its WestFire Shares issued on completion of the Transaction for at least 18 months following the closing of the Transaction, unless otherwise approved by WestFire.
The Transaction will be completed by way of Plan of Arrangement and is subject to customary Toronto Stock Exchange, court and regulatory approvals and the requisite approval of WestFire and Orion shareholders. Closing of the Transaction is expected to occur in late June or early July 2011.
The Board of Directors of each of WestFire and Orion have unanimously approved the Transaction, have determined that the Transaction is in the best interests of their respective shareholders and have resolved to recommend that their respective shareholders vote in favour of the Transaction. Holders of in excess of 19% of the WestFire Shares and 92% of the Orion Shares, including SRC, have entered into support agreements pursuant to which they have agreed to vote their respective shares in favour of and to support the Transaction. Both WestFire and Orion have agreed to not solicit or initiate discussions regarding any other business combination or sale of material assets and each has been granted the right to match any superior proposals. The Arrangement Agreement provides for a reciprocal $15 million non-completion fee payable to WestFire or Orion, as the case may be, in certain circumstances if the Transaction is not completed.
Kevin Bambrough, President and CEO of SRC, said, "We expect this transaction to deliver meaningful value to our shareholders. The combined company will have a strong balance sheet and significant free cash flow, allowing it to take advantage of the growth potential in the Viking light oil resource play and accelerate the inventory of locations. This continues our commitment to partner with strong management teams and we look forward to realizing the potential in this combination."
About Sprott Resource Corp.
SRC is a Canadian based company, the primary purpose of which is to invest and operate in natural resources. Through acquisitions, joint ventures and other investments, SRC seeks to provide its shareholders with exposure to the natural resource sector for the purposes of capital appreciation and real wealth preservation. SRC is well positioned to draw upon the considerable experience and expertise of both its Board of Directors and Sprott Consulting Limited Partnership (SCLP), of which Sprott Inc. is the sole limited partner. Pursuant to a management services agreement between SCLP and SRC, SCLP provides day-to-day business management for SRC as well as other management and administrative services.
Forward Looking Statements
Certain statements contained herein may constitute "forward-looking statements" under applicable securities laws. Some of the forward-looking statements may be identified by words such as "expects", "intends", "anticipates", "should", "believes", "plans", and similar expressions. Forward-looking statements, which are based on management's current expectations and assumptions, including the anticipated benefits of the Transaction, including future cash flows and balance sheet levels, the anticipated completion of the proposed Transaction and the anticipated timing for completion of the Transaction, involve a number of risks and uncertainties. Actual results or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause actual results to differ from those expressed in, or implied by, these forward-looking statements include, without limitation, risks associated with the oil and gas industry in general such as operational risks in development, exploration and production, commodity price and exchange rate fluctuation, ability to access sufficient capital from internal and external sources, the time required to prepare meeting materials for mailing, the timing of receipt of the necessary regulatory and court approvals and the satisfaction of and time necessary to satisfy the conditions to the closing of the Transaction. The anticipated timing for completion of the Transaction may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory or court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. In addition, there are no assurances the Transaction will be completed or that any other events anticipated by these forward-looking statements will occur. These forward-looking statements are made as at the date of this news release. SRC does not undertake any obligation to publicly update or revise any of these forward-looking statements, except as required by applicable securities laws.
